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    • All HBS Web  (94)
      • Faculty Publications  (20)

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      • 2022
      • Other Article

      Freezeouts in Delaware and Around the World

      By: Guhan Subramanian
      Keywords: Acquisition; Stock Shares
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      Subramanian, Guhan. "Freezeouts in Delaware and Around the World." University of Pennsylvania Journal of Business Law 24, no. 4 (2022): 803–817.
      • June 2021
      • Article

      Deals in the Time of Pandemic

      By: Guhan Subramanian and Caley Petrucci
      The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the...  View Details
      Keywords: Takeovers; COVID-19; Material Adverse Effect; Mergers and Acquisitions; Health Pandemics
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      Subramanian, Guhan, and Caley Petrucci. "Deals in the Time of Pandemic." Columbia Law Review 121, no. 5 (June 2021): 1405–1480.
      • 2019
      • Article

      Go-Shops Revisited

      By: Guhan Subramanian and Annie Zhao
      A go-shop process turns the traditional M&A deal process on its head: rather than a pre-signing market canvass followed by a post-signing “no shop” period, a go-shop deal involves a limited pre-signing market check, followed by a post-signing “go shop” process to find...  View Details
      Keywords: Go-shop Process; Mergers and Acquisitions; Negotiation Process; Negotiation Deal; Performance Effectiveness; Technological Innovation
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      Subramanian, Guhan, and Annie Zhao. "Go-Shops Revisited." Harvard Law Review 133, no. 4 (February 2020): 1216–1279.
      • 2019
      • Chapter

      Appraisal after Dell

      By: Guhan Subramanian
      This essay presents new data on appraisal litigation and appraisal outs. I find that appraisal claims have not meaningfully declined in 2016 and that perceived appraisal risk, as measured by the incidence of appraisal outs, has increased since the Dell appraisal in May...  View Details
      Keywords: Valuation; Contracts; Negotiation Process
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      Subramanian, Guhan. "Appraisal after Dell." Chap. 10 in The Corporate Contract in Changing Times: Is the Law Keeping Up? edited by Steven Davidoff Solomon and Randall Stuart Thomas, 222–243. University of Chicago Press, 2019.
      • September 2017
      • Article

      Reexamining Staggered Boards and Shareholder Value

      By: Charles C.Y. Wang and Alma Cohen
      Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not...  View Details
      Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value
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      Wang, Charles C.Y., and Alma Cohen. "Reexamining Staggered Boards and Shareholder Value." Journal of Financial Economics 125, no. 3 (September 2017): 637–647.
      • Article

      Patent Trolling Isn't Dead—It's Just Moving to Delaware

      By: Lauren Cohen, Umit G. Gurun and Scott Duke Kominers
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      Cohen, Lauren, Umit G. Gurun, and Scott Duke Kominers. "Patent Trolling Isn't Dead—It's Just Moving to Delaware." Harvard Business Review (website) (June 28, 2017).
      • April 2017
      • Article

      The New Look of Deal Protection

      By: Guhan Subramanian and Fernán Restrepo
      Deal protection in mergers and acquisitions (M&A) evolves in response to Delaware case law and the business goals of acquirers and targets. We construct a new sample of M&A deals from 2003 to 2015 to identify four such areas of evolution in current transactional...  View Details
      Keywords: Mergers and Acquisitions; Practice
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      Subramanian, Guhan, and Fernán Restrepo. "The New Look of Deal Protection." Stanford Law Review 69, no. 4 (April 2017): 1013–1074.
      • December 2016
      • Article

      Deal Process Design in Management Buyouts

      By: Guhan Subramanian
      Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and...  View Details
      Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness
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      Subramanian, Guhan. "Deal Process Design in Management Buyouts." Harvard Law Review 130, no. 2 (December 2016): 590–658.
      • 2015
      • Working Paper

      Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov

      By: Alma Cohen and Charles C.Y. Wang
      In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They...  View Details
      Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware
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      Cohen, Alma, and Charles C.Y. Wang. "Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov." Harvard Business School Working Paper, No. 16-097, February 2016.
      • Summer 2015
      • Article

      The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach

      By: Fernan Restrepo and Guhan Subramanian
      Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender...  View Details
      Keywords: Laws and Statutes; Business and Shareholder Relations; Delaware
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      Restrepo, Fernan, and Guhan Subramanian. "The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach." Harvard Business Law Review 5, no. 2 (Summer 2015): 205–236.
      • 2014
      • Article

      Delaware's Choice

      By: Guhan Subramanian
      This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this...  View Details
      Keywords: Governing and Advisory Boards; Laws and Statutes; Policy; Delaware
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      Subramanian, Guhan. "Delaware's Choice." Delaware Journal of Corporate Law 39, no. 1 (2014). (Delivered as the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware in November 2013. Selected by academics as one of the “top ten” articles in corporate/securities law for 2014, out of 560 articles published in that year.)
      • December 2013
      • Article

      How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment

      By: Alma Cohen and Charles C.Y. Wang
      The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment...  View Details
      Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance
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      Cohen, Alma, and Charles C.Y. Wang. "How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment." Journal of Financial Economics 110, no. 3 (December 2013): 627–641.
      • November 2010
      • Technical Note

      Technical Note: An Abridged History of the American Corporation

      By: Rakesh Khurana, Andrew David Klaber and Eric Baldwin
      This note examines the development of the corporate form in the United States from the eighteenth century to the present, focusing primarily on legal issues. It identifies several major trends in the history of the American corporation: the transition of corporations...  View Details
      Keywords: Accounting; Corporate Accountability; Governing Rules, Regulations, and Reforms; History; Code Law; Managerial Roles; Corporate Social Responsibility and Impact; Private Ownership; United States
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      Khurana, Rakesh, Andrew David Klaber, and Eric Baldwin. "Technical Note: An Abridged History of the American Corporation." Harvard Business School Technical Note 411-069, November 2010.
      • August 2010 (Revised March 2012)
      • Supplement

      The Dow Acquisition of Rohm and Haas (E)

      By: Jay W. Lorsch and Melissa Barton
      Dow completed the acquisition of Rohm and Haas and escaped a battle in a Delaware courtroom  View Details
      Keywords: Mergers and Acquisitions; Legal Liability; Managerial Roles; Complexity
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      Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (E)." Harvard Business School Supplement 411-005, August 2010. (Revised March 2012.)
      • May 2010
      • Article

      Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008

      By: Guhan Subramanian, Steven Herscovici and Brian Barbetta
      Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause...  View Details
      Keywords: Courts and Trials; Opportunities; Bids and Bidding; Laws and Statutes; Decisions; Change; Acquisition; United States
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      Subramanian, Guhan, Steven Herscovici, and Brian Barbetta. "Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008." Business Lawyer 65, no. 3 (May 2010): 685–752. (Selected by academics as one of the “top ten” articles in corporate/securities law for 2010, out of 447 articles published in that year.)
      • November 2005 (Revised February 2006)
      • Case

      Oracle vs. PeopleSoft (A)

      By: Lynn S. Paine, Guhan Subramanian and David Millstone
      Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the...  View Details
      Keywords: Takeover; Fiduciary Duty; Mergers and Acquisitions; Applications and Software; Ethics; Law; Governing and Advisory Boards; Customer Focus and Relationships; Competition; Strategy; Information Technology Industry; United States
      Citation
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      Paine, Lynn S., Guhan Subramanian, and David Millstone. "Oracle vs. PeopleSoft (A)." Harvard Business School Case 306-058, November 2005. (Revised February 2006.)
      • April 2004
      • Article

      The Disappearing Delaware Effect

      By: Guhan Subramanian
      Citation
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      Subramanian, Guhan. "The Disappearing Delaware Effect." Journal of Law, Economics & Organization 20, no. 1 (April 2004). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2004, out of 439 articles published in that year.)
      • July 2003 (Revised February 2004)
      • Background Note

      M&A Legal Context: Standards Related to the Sale or Purchase of a Company

      By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
      Introduces students to the legal standards affecting officers and directors when selling or purchasing a company. Provides a practical understanding of the Revlon Standard, the Securities and Exchange Act of 1934, Rule 10b-5, and the legal criteria for a cause of...  View Details
      Keywords: Laws and Statutes; Law Enforcement; Government Legislation; Acquisition; Business Exit or Shutdown; Corporate Governance; Going Public; Courts and Trials
      Citation
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      Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M&A Legal Context: Standards Related to the Sale or Purchase of a Company." Harvard Business School Background Note 904-004, July 2003. (Revised February 2004.)
      • February 1998 (Revised December 1998)
      • Case

      Atlantic Energy/Delmarva Power & Light (A)

      By: Benjamin C. Esty, Mathew M Millett and Tracy Aronson
      Delmarva Power & Light and Atlantic Energy are neighboring electric utilities based in Delaware and New Jersey, respectively. In early 1996, they entered into merger negotiations, but were unable to reach an agreement on price because they could not agree on what...  View Details
      Keywords: Valuation; Negotiation Offer; Government Legislation; Risk and Uncertainty; Mergers and Acquisitions; Contracts; Utilities Industry; Delaware; New Jersey
      Citation
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      Esty, Benjamin C., Mathew M Millett, and Tracy Aronson. "Atlantic Energy/Delmarva Power & Light (A)." Harvard Business School Case 298-034, February 1998. (Revised December 1998.)
      • Research Summary

      Corporate Governance

      By: Charles C.Y. Wang

      The characteristics and structure of boards of directors have important implications for firm performance. Professor Wang has found that firms with well-connected boards whose members have strong network connections provide economic benefits that are not immediately...  View Details

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